Streamex Corp 8-K, filed Dec 31, 2025
Streamex Corp. (STEX)
About this 8-K
Streamex Corp filed this 8-K on December 31, 2025, reporting on events of December 30, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported below under Item 5.07 of this Current Report on Form 8-K, Streamex Corp. (the “Company”), held its 2025 annual meeting of stockholders on December 30, 2025 (the “Annual Meeting”), at which the Company’s stockholders approved the Fourth Amendment (the “Incentive Plan Amendment”) to the Company’s 2023 Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the total number of shares of common stock, par value $0.001 per share (“Common Stock”), authorized for issuance under the Incentive Plan by 22,494,324 shares, to a total of 37,230,130 shares.
The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting at which a quorum was present, the Company held its Annual Meeting to consider and vote on the six proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on November 20, 2025 (“Proxy Statement”). According to the certified tabulation of votes provided by Broadridge Financial Solutions, Inc., a total of 120,737,340 shares of the Company’s capital stock entitled to vote, in the aggregate (Common Stock, Exchangeable Shares (as defined in the Proxy Statement) and Series C Preferred Stock), was represented in person or by proxy at the Annual Meeting. This represented 81.21% of the 148,654,805 total outstanding shares of the Company entitled to vote. A quorum was therefore present.
The matters voted upon at the Annual Meeting and the final voting results, as certified by Broadridge, were as follows:
| (1) | The Company’s stockholders elected Morgan Lekstrom and Karl Henry McPhie to serve as Class I members of the Board of Directors of the Company (the “Board”) until the Company’s 2028 annual meeting of stockholders or upon such director’s earlier death, resignation, or removal from the Board, with the votes cast as follows: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Morgan Lekstrom | 113,487,332 | 485,275 | N/A | |||
| Karl Henry McPhie | 113,909,497 | 63,110 | N/A |
The votes cast in favor of Morgan Lekstrom represented 99.57% of the votes cast.
The votes cast in favor of Karl Henry McPhie represented 99.94% of the votes cast.
| (2) | The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 113,739,731 | 168,342 | 64,534 | N/A |
The votes cast in favor of this proposal represented 99.85% of the votes cast.
| (3) | The Company’s stockholders approved, on a non-binding advisory basis, three years as the frequency of advisory votes on the compensation of the Company’s named executive officers, with the votes cast as follows: |
| For Three Years | For One Year or For Two Years | Abstain | Broker Non-Votes | |||
| 112,425,020 | 1,527,641 | 19,946 | N/A |
The votes cast in favor of three years as the frequency of advisory votes on the compensation of the Company’s named executive officers represented 99.65% of the votes cast.
Following the Annual Meeting and after due consideration of the stockholders’ vote for three years as the frequency of advisory votes on the compensation of the Company’s named executive officers, the Board determined that future advisory votes on the compensation of the Company’s named executive officers will be conducted every three years until the next advisory vote regarding the frequency of advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
| (4) | The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 120,701,989 | 26,929 | 8,422 | 0 |
The votes cast in favor of this proposal represented 99.97% of the votes cast.
| 5) | The Company’s stockholders approved the Incentive Plan Amendment, with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 113,116,130 | 798,620 | 57,857 | N/A |
The votes cast in favor of this proposal represented 99.29% of the votes cast.
| 6) | The proposal to approve the adjournment of the Annual Meeting, to a later date or dates as determined by the Board in its discretion, to solicit additional proxies if necessary due to insufficient votes or lack of quorum, was ultimately not required because a quorum was present. The proposal was nevertheless approved, with votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 119,661,751 | 1,054,665 | 20,924 | 0 |
The votes cast in favor of this proposal represented 99.12% of the votes cast.
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Incentive Plan Amendment | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STREAMEX CORP. | ||
| Date: December 31, 2025 | By: | /s/ Karl Henry McPhie |
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
FOURTH AMENDMENT TO THE
BIOSIG TECHNOLOGIES, INC. 2023 LONG-TERM INCENTIVE PLAN
This FOURTH AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2023 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of December 30, 2025, is made and entered into by Streamex Corp. (formerly BioSig Technologies, Inc.), a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan (the “Plan”).
RECITALS
WHEREAS, Article 9 of the Plan provides that the Board may amend the Plan at any time and from time to time;
WHEREAS, the Board desires to amend the Plan to reflect the Company’s name change from BioSig Technologies, Inc. to Streamex Corp.;
WHEREAS, the Board desires to amend the Plan, to increase the number of shares of Common Stock that may be delivered pursuant to awards under the Plan by an additional 22,494,324 shares.
NOW, THEREFORE, in accordance with Article 9 of the Plan the Company hereby amends the Plan as follows:
1. All references in the Plan to “BioSig Technologies, Inc.” are hereby amended and replaced with “Streamex Corp.”
2. Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:
5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 37,230,130 plus any Prior Plan Awards, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
3. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.
| STREAMEX CORP. | ||
| By: | /s/ Karl Henry McPhie | |
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer | |